BOARD OF GOVERNORS VICE-PRESIDENT, ADMINISTRATION AND FINANCE

Transcription

1 SIGNING AUTHORITY POLICY NUMBER BRD 02-1 APPROVAL DATE MARCH 31, 2010 LAST AMENDMENT APRIL 9, 2008 REVIEW DATE APRIL, 2015 AUTHORITY PRIMARY CONTACT BOARD OF GOVERNORS VICE-PRESIDENT, ADMINISTRATION AND FINANCE POLICY Under the Thompson Rivers University Act, the Board of Governors has authority to manage the business and affairs of the University. In order to effectively manage these affairs, the Board, by this Policy, delegates authority to University officers and employees as set out herein. The Regulations under this Policy may be amended from time to time by the with the approval of the Board of Governors. REGULATIONS TABLE OF CONTENTS I. SIGNING AUTHORITY PROCESS AND PROCEDURES A. General B. Definitions C. Legal and Risk Management Review Requirements 1. Legal Reviews 2. Indemnity Matters 3. Contractual or Agreement Matters D. Insurance E. Execution of Documents Under Seal F. Records Management G. Spending Authority H. Delegation I. Currently Approved Authorizations J. Compliance Audit K. Interpretation and Clarification

2 SIGNING AUTHORITY (BRD 02-1) Page 2 of 19 SIGNING AUTHORIZATIONS Authorization 1 Authorization 2 Authorization 3 Authorization 4 Authorization 5 Authorization 6 Authorization 7 Authorization 8 Authorization 9 Authorization 10 Authorization 11 Authorization 12 Authorization 13 Authorization 14 Contracts General Contracts Research Contracts Purchases of Goods and Services Contracts Facilities Services including Facilities Managements and Campus Planning and Development Contracts University Bookstore Contracts Professional Services and Educational Services for TRU World and Open Learning Contracts Sale of Services University Student Loans Donations to Thompson Rivers University Purchase, Lease, Sale or Disposal of Land and lease of Space Banking Disposal of Securities Patent Applications Use of the Corporate Seal I. SIGNING AUTHORITY PROCESS AND PROCEDURES A. General 1. The requirement for signing authority as set out in this policy applies to all documents of the University under the jurisdiction of the Board of Governors (hereafter referred to as the Board) regardless of whether Board approval is required for a particular document. The Board is not obliged to be consistent with respect to the number or the status of persons authorized to sign documents. 2. The Board retains the right to specify by written authorization any different signing authority in any specific instance or situation. 3. The may make non-material changes to these authorizations to reflect: a) changes to the titles of positions included in these Authorizations; b) the deletion of positions included in these Authorizations; and c) the addition of positions directly comparable to those included in these Authorizations. Such revisions shall be in the form of a memorandum by the Vice-, Administration and Finance. Each revision will take effect upon being filed with the

3 SIGNING AUTHORITY (BRD 02-1) Page 3 of 19 Executive Assistant to the Board of Governors. The Executive Assistant to the Board of Governors shall provide copies of such amended authorization to the Finance and Audit Committee of the Board. 4. It shall be each Vice- s responsibility to ensure that persons reporting to that Vice- who are designated as signing officers in an authorization are provided with a copy of that authorization. 5. This Policy, as amended from time to time, shall be maintained on the University s website by the Executive Assistant to the Board of Governors. 6. Any person dealing with the University shall be entitled to rely upon a certified copy of any authorization set out in this Policy. Certified copies of authorizations can be obtained from the. Such certified copies will be dated and sealed with the University s corporate seal and will be valid for up to sixty days following the date of certification. 7. A person who has been given signing authority by an authorization in this Policy shall not sign a document until he or she has ensured that the agreement or the transaction has received all required internal approvals including legal approval. 8. Prior to signing an agreement that is out of the ordinary, contrary to past practice or otherwise unusual, signing officers must consider the possible precedent that the agreement could set and seek advice from their supervisor. In these cases, signing officers should consider whether the importance of the agreement or the risks involved in it, justify the agreement being taken to the Board for information or approval. B. Definitions 1. Contingent Liability a liability that exists but which may not have to be fulfilled or a liability which will become an obligation upon the occurrence of a future, uncertain event. 2. Guarantee means a promise, normally expressed in writing, by which the person making the promise agrees to fulfill the obligations of another person. The promise is frequently conditional upon the occurrence of another event. Signing officers who are unsure whether a particular commitment constitutes a guarantee should consult General Counsel. 3. Indemnity means a commitment under which a person undertakes to secure another person against a loss or to prevent the other person from being injured by the legal consequences of an act. Signing officers who are unsure whether a particular commitment constitutes an indemnity should consult General Counsel.

4 SIGNING AUTHORITY (BRD 02-1) Page 4 of Value the value of any contract is equal to the University s best estimate of total cost (including applicable taxes) for an individual purchase or over the term of the contract. C. Legal and Risk Management Review Requirements / Responsibilities In order to protect the interests of the University, prior to signing a document, signing officers must undertake appropriate due diligence including the following: 1. Legal Reviews Signing officers should consult General Counsel prior to signing contracts. Provided that, standard form contracts that have been approved by General Counsel and whose value is $30,000 or less may be signed without consulting General Counsel. Any contract other than a standard form contract approved by General Counsel and which involves a value over $5,000, or which is complex, has significant ramifications, or is unusual in any way must be referred to General Counsel. 2. Guarantees and Indemnities Under the Financial Administration Act, the University cannot give a guarantee or indemnity unless it has first received approval to do so under the Guarantees and Indemnities Regulation. Therefore, any document which contains a guarantee or indemnity must be reviewed by General Counsel, or the Vice-, Administration and Finance, prior to such a document being signed. 3. Contractual or Agreement Matters a) No person may sign any document or enter into an oral or written agreement that creates an obligation or undertaking on behalf of the University unless the individual has the authority to do so under this Policy. b) All employees have an obligation to understand the extent and limits of their authority, if any, and understand and comply with the University s policies, regulations, procedures and processes. c) Persons that have been granted authority under this Policy shall ensure: i) that the University has the ability to meet the obligations being made; ii) that any agreement complies with the laws of Canada and British Columbia; iii) that the appropriate level of review and approval has been obtained from stakeholders, and that required levels of legal, risk management, procurement, financial and other required due diligence has been performed and risks disclosed;

5 SIGNING AUTHORITY (BRD 02-1) Page 5 of 19 iv) that any intellectual property matters have been properly considered, in accordance with the University s policies and collective agreements; v) that any agreement is consistent with the University s Strategic Plans and budget, collective agreements, policies including the Conflict of Interest Policy and the mandate, values and commitments of the University. D. Insurance The University has insurance coverage under the University, College and Institute Protection Program (the UCIPP ), provided under the Ministry of Finance that includes: Thompson Rivers University, the University of Northern British Columbia, colleges and institutes in British Columbia. Under the UCIPP, the University has a variety of coverages. Any document that contains a requirement that the University maintain any form of insurance coverage, must be reviewed by General Counsel, prior to such a document being signed. E. Execution of documents under Seal Section 56 of the University Act provides that deeds, transfers, mortgages, instruments or documents required to be in writing must be under seal and witnessed by two signing officers. Authorization 14 below sets out who is authorized to affix the seal and who is authorized to witness the seal being affixed. F. Records Management Once a contract has been signed, on behalf of the University and the other party of the contract, the senior signing officer who signed on behalf of the University shall send an electronic copy of the signed contract to the Office of General Counsel with the original to follow. The originals of all Professional Services Agreements will be held in the offices of the Associate Vice-, Finance. G. Spending Authority 1. Spending authority (i.e. the authority to make decisions with regard to spending) is distinct from signing authority (i.e. the authority to sign documents on behalf of the University making commitments to other parties). Approval of the University s operating budget by the Board of Governors and allocation of the operating budget to the University s operating units confers the spending authority to authorize expenditure within the amounts and scope of the accounts allotted to them in the budget, subject to the terms and conditions of the relevant purchasing or human resources policies and procedures, or specific directives or conventions within operating units. Spending authority alone does not provide the authority to an individual to sign agreements on behalf of the University. Only those individuals given signing authority by this Policy can sign documents making a commitment on behalf of the University.

6 SIGNING AUTHORITY (BRD 02-1) Page 6 of Holders of restricted funds (e.g. research, or trust funds) may delegate budget spending authority, but remain accountable to ensure that the expenditures are consistent with the restricted intent for those funds and do not exceed the authorized dollar amounts. H. Delegation The or any Vice- may delegate any signing authority given to them under this Policy to an individual who is appointed as acting or Vice- as the case may be. No other signing officer given signing authority under this Policy may delegate any such signing authority. A delegation of signing authority by the or a Vice- must be in writing (including an ) specifying the signing authority that is being delegated, to whom and for what period of time; the delegation must be forwarded to the office of the. I. Currently Approved Authorizations # Authorization Type Date Authorization 1 Contracts General Authorization 2 Authorization 3 Authorization 4 Authorization 5 Authorization 6 Authorization 7 Authorization 8 Authorization 9 Authorization 10 Authorization 11 Authorization 12 Authorization 13 Authorization 14 Contracts Research Contracts Purchases of Goods and Services Contracts Facilities Services including Facilities Management and Capital Projects Contracts University Bookstore Contracts Professional Services and Educational Services for TRU World and Open Learning, Academic Divisions and other Operating Units Contracts Sale of Services Loans Donations to the University Real Property Banking Disposal of Securities Patent Applications Delegated by the to the Provost and Vice-, Academic Use of the Corporate Seal

7 SIGNING AUTHORITY (BRD 02-1) Page 7 of 19 Note: Signing authority with regard to the appointment of officers and employees of the University referred to in subsection 27(2)(g) of the University Act is governed by a separate Board Policy entitled Appointment of Senior Academic and Administrative Officers and Faculty *currently under development+. Note: Signing Authority with regard to affiliations with other post secondary institutions is governed by a separate Board Policy entitled Affiliation with Other Post-Secondary Institutions [currently under development]. J. Compliance Audit The University s internal audit staff will audit compliance with each of the above Authorizations at least once every 5 years. K. Interpretation and Clarification Any questions concerning the meaning or interpretation of this Policy should be addressed to the. II. SIGNING AUTHORIZATIONS Authorization 1 Contracts General purpose of this authorization and are authorized to enter into and execute contracts on behalf of the University relating to General operation and development and expansion of the University for all matters not expressly dealt with by a separate authorization or governed by another Board policy* or requiring prior approval by the Board of Governors. 1. Prior approval by resolution of the Board of Governors is required on the following: a) all contracts (including leases and sales) having a value greater than $2,000,000; and b) any matter which, under the Thompson Rivers University Act, the University Act, or the Financial Administration Act, requires the prior approval of the Lieutenant-Governor in Council, the Ministry of Advanced Education or the Minister of Finance. Once Board of Governors approval has been granted the signing officers shall be: Chair of the Board of Governors And any one of the: Associate Vice-, Finance

8 SIGNING AUTHORITY (BRD 02-1) Page 8 of 19 The Corporate Secretary to the Board shall maintain a record of all contractual obligations approved by the Board of Governors. 2. For any single transaction not exceeding $2,000,000 that does not require Board approval, the signing officers shall be: Any one of: Vice- (excluding the ) And any one of: Associate Vice-, Finance 3. For any single transaction not exceeding $200,000, the signing officers shall be any one of the: Vice-, Open Learning Vice-, Advancement Provost and Vice-, Academic 4. For any single transaction not exceeding $50,000 the signing officers shall be any one of the: Associate Vice-s Chief Recruitment Officer, Open Learning Chief Enrolment Officer * Other Board Policies that govern signing authority include: Appointment of Senior Academic and Administrative Officers and Faculty [currently under development]. Affiliation with Other Post-Secondary Institutions *currently under development+. Authorization 2 Contracts - Research purpose of this authorization and are authorized to enter into and execute contracts on behalf of the University relating to the provision of research for or by the University.

9 SIGNING AUTHORITY (BRD 02-1) Page 9 of For contractual obligations not exceeding $2,000,000 the signing officers shall be: Provost and Vice-, Academic Associate Vice-, Research and Graduate Studies And any one of the: Associate Vice-, Finance 2. For contractual obligations not exceeding $200,000 the signing officer shall be the: Provost and Vice-, Academic 3. For contractual obligations not exceeding $50,000 the signing officer shall be the: Associate Vice-, Research and Graduate Studies 4. The can establish and delegate purchasing authority to any requisitioner to procure goods and/or services under the provisions and monetary limits of established blanket, standing or other forms of purchase orders, contracts or agreements, or purchasing cards covered by purchasing card agreements, executed on behalf of the University, provided that each transaction limit does not exceed the amount of $20, For applications (proposals) to research funding agencies not exceeding $200,000 the signing officer shall be the: Associate Vice-, Research and Graduate Studies For applications (proposals) to research funding agencies not exceeding $2,000,000 the signing officers shall be: Provost and Vice-, Academic Associate Vice-, Research and Graduate Studies And any one of the: Associate Vice-, Finance Applications (proposals) to research funding agencies exceeding $2,000,000 require Board approval.

10 SIGNING AUTHORITY (BRD 02-1) Page 10 of 19 Authorization 3 Contracts Purchases of Goods and Services (Excluding Professional Service Agreements and Education Service Agreements) purpose of this authorization and are authorized to enter into and execute contracts (including purchase orders) on behalf of the University for the supply of the goods or services (other than for services referred to in Authorization 6) including capital expenditures and goods for resale subject to the University s Purchasing Policies, regulations, processes and procedures. 1. For any single transaction not exceeding $2,000,000 the signing officers shall be: Any two of the: Associate Vice-, Finance 2. For any single transaction not exceeding $1,000,000 the signing officer shall be 3. For any single transaction not exceeding $500,000 the signing officers shall be: Associate Vice-, Finance Director, Finance And any one of the: Director, Ancillary Services Director, Procurement Services and Retail Sales 4. For any single transaction not exceeding $200,000 the signing officers shall be: Associate Vice-, Finance Director Ancillary Services Director, Procurement Services and Retail Sales 5. The, can establish and delegate purchasing authority to any requisitioner to procure goods and/or services under the provisions and monetary limits of established blanket, standing or other forms of purchase orders, contracts or agreements, or purchasing cards covered by purchasing card agreements, executed on

11 SIGNING AUTHORITY (BRD 02-1) Page 11 of 19 behalf of the University, provided that each transaction limit does not exceed the amount of $20,000. Authorization 4 Contracts Facilities Services including Facilities Management and Capital Projects purpose of this authorization and are authorized to enter into and execute contracts on behalf of the University relating to capital construction and renovations directly related to the operation and maintenance of buildings and the development of University facilities subject to the University s Purchasing Policy, regulations, processes and procedures. purpose of this authorization: 1. For any single transaction not exceeding $2,000,000, the signing officers shall be: Any two of the: Associate Vice-, Finance 2. For any single transaction not exceeding $1,000,000, the signing officers shall be: 3. The, can establish and delegate purchasing authority to any requisitioner to procure goods and/or services under the provisions and monetary limits of established blanket, standing or other forms of purchase orders, contracts or agreements, or purchasing cards covered by purchasing card agreements, executed on behalf of the University, provided that each transaction limit does not exceed the amount of $20,000. Authorization 5 Contracts University Bookstore purpose of this authorization and are authorized to enter into and execute contracts (including purchase orders) on behalf of the University relating directly to the acquisition of books and other goods and items for resale for the University Bookstores subject to the University s Purchasing Policy, regulations, processes and procedures.

12 SIGNING AUTHORITY (BRD 02-1) Page 12 of For any single transaction not exceeding $1,000,000, the signing officers shall be: Any two of the: Associate Vice-, Finance Director, Ancillary Services 2. For any single transaction not exceeding $200,000, the signing officers shall be : Director, Ancillary Services 3. For contractual obligations not exceeding $30,000 the signing officer shall be the: Manager, Bookstore 4. The can establish and delegate purchasing authority to any requisitioner to procure goods and/or services under the provisions and monetary limits of established blanket, standing or other forms of purchase orders, contracts or agreements, or purchasing cards covered by purchasing card agreements, executed on behalf of the University, provided that each transaction limit does not exceed the amount of $20,000. Authorization 6 Contracts Professional Services and Educational Services for TRU World, Open Learning, Academic Divisions and other Operating Units purpose of this authorization and are authorized to enter into and execute contracts on behalf of the University relating to the provision of professional and/or educational services for or by the University, subject to the University s Purchasing Policy, regulations, processes and procedures. 1. For any single transaction not exceeding $2,000,000, the signing officers shall be: Vice-s (excluding the ) And any one of the: Associate Vice-, Finance

13 SIGNING AUTHORITY (BRD 02-1) Page 13 of For contractual obligations not exceeding $200,000, the signing officers shall be: Vice-, Open Learning Provost and Vice-, Academic 3. For contractual obligations not exceeding $50,000 the signing officers shall be: Associate Vice-s Chief Recruitment Officer, Open Learning Chief Enrolment Officer 4. The can establish and delegate signing authority to any requisitioner to procure services under the limits of established (template) contracts or agreements, executed on behalf of the University, provided that each contract or agreement limit does not exceed the amount of $20,000. Authorization 7 Contracts Sale of Services purpose of this authorization and are authorized to enter into and execute contracts on behalf of the University relating to the sale of services (other than the sale of services by the University s Ancillary Services Department) which includes without limiting the generality thereof: a) Academic courses and programs for academic credit, outside the normal calendar programs and courses, and/or outside the University s campuses to specific groups; b) Non-credit courses and programs, including conferences which are contracted with other organizations; c) International cooperation and development programs; d) Computing services; and e) Utility services. 1. For any single transaction not exceeding $2,000,000 the signing officers shall be: Any one of: Vice-s (excluding the ) And any one of the: Associate Vice-, Finance

14 SIGNING AUTHORITY (BRD 02-1) Page 14 of For contractual obligations not exceeding $200,000, the signing officers shall be: Provost and Vice-, Academic Vice-, Open Learning 3. For contractual obligations not exceeding $50,000 the signing officer shall be: Associate Vice-s Chief Recruitment Officer, Open Learning Chief Enrolment Officer Director, Ancillary Services 4. The, can establish and delegate purchasing/sale authority to any requisitioner to procure goods and/or services under the provisions and monetary limits of established blanket, standing or other forms of purchase orders, contracts or agreements, or purchasing cards covered by purchasing card agreements, executed on behalf of the University, provided that each transaction limit does not exceed the amount of $20,000. Authorization 8 Loans purpose of this authorization and are authorized to enter into and execute loan agreements on behalf of the University for loans to a student or employees of the University. 1. For any loan not where the aggregate amount owing by the borrower to the University under loans does not exceed $50,000 the signing officers shall be: Vice-s (excluding the ) And any one of the: Associate Vice-, Finance

15 SIGNING AUTHORITY (BRD 02-1) Page 15 of For any loan where the aggregate amount owing by the borrower to the University under loans does not exceed $10,000, the signing officers shall be: Associate Vice-s Chief Recruitment Officer, Open Learning Chief Enrolment Officer Financial Aid Manager Authorization 9 Donations to the University purpose of this authorization and are authorized to issue income tax and other receipts to individuals and corporations for charitable donations to the University subject to the University s Donations Policy. 1. For amounts exceeding $2,500 the signing officers shall be: Vice-, Advancement Associate Vice-, Finance 2. For amounts not exceeding $2,500 the signing officer shall be the: Director, Finance 3. The can appoint any individuals as signing officer of the University for the purpose of this authorization and such individuals are authorized to issue income tax and other receipts to individuals and corporations for charitable donations to the University subject to the University s Donations Policy for transactions that do not exceed the amount of $1,000. Authorization 10 Real Property purpose of this authorization and are authorized to enter into and execute documents on behalf of the University relating to the purchase or lease of real property.

16 SIGNING AUTHORITY (BRD 02-1) Page 16 of For any single transaction not exceeding $2,000,000 (including all rent during the term of a lease) the signing officer shall be: Provost and Vice-, Academic And any one of the: Associate Vice-, Finance 2. For any single transaction not exceeding $200,000 (including all rent during the term of the lease) the signing officer shall be the: Authorization 11 Banking 1. Accounts necessary to transact business in the name of the University may be held at any Schedule I or Schedule II bank regulated by the Office of the Superintendent of Financial Institutions and at any credit union or trust company regulated by the British Columbia Financial Institutions Commission, (the Banks ). 2. The signing officers of the University bank accounts are the positions of: Board Chair Board Vice-Chair Associate Vice-, Finance Director, Finance Director, Budget Development and Internal Audit Any two of these officers are hereby authorized on behalf of the University, subject to the limitations set out below: a) To borrow money for operating purposes only from the Bank upon the credit of the University on cheques, promissory notes, bills of exchange or other instruments, whether negotiable or not, or otherwise in such amounts not to exceed one million dollars and subject to such terms as may be considered advisable; b) To sign, make, draw, accept, endorse, execute and deliver for the Banks on behalf of and in the name of the University all such cheques, promissory notes, bills of exchange, as

17 SIGNING AUTHORITY (BRD 02-1) Page 17 of 19 well as drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, securities, and other agreements, documents and instruments, whether negotiable or not, as may be necessary or useful in connection with the borrowing of money by and any other banking business of the University. 3. Any one of these officers is hereby authorized on behalf of the University: a) To negotiate with or transfer to the Banks for deposit or discount with or collection by the Banks (but for the credit of the account of the University alone) cheques, promissory notes, bills of exchange, drafts, orders for the payment of money and other instruments, whether negotiable or not, purporting to be signed or endorsed on behalf of the University by any one of them or having the name of the University impressed thereon by rubber stamp or other device without any signature; and b) To arrange, settle, balance and certify all books and accounts between the University and the Banks and to receive all paid cheques and other vouchers, unpaid and unaccepted bills of exchange and other negotiable instruments and to sign the Banks form of settlement of balances and release. 4. All financial services agreements, documents and instruments signed, made, drawn, accepted, endorsed or executed as aforesaid shall be valid and binding on the University. 5. The University shall furnish to the Banks a list of the names and positions of all persons authorized by this Authorization to do any act or thing, together with specimens of their signatures, and shall notify the Banks from time to time in writing of any change of such persons and positions. Such list when received by the Banks shall be binding on the University until written notice to the contrary shall have been given to the Banks and receipt of such notification acknowledged by the Banks. 6. The banks are authorized and directed to pay all amounts submitted to them for electronic funds transfer to payee accounts for the purposes of payroll transfers and payments to vendors. The University and the Banks will utilize security protocols and systems for transferring the electronic data from the University to the Banks and appropriate confirmation procedures. The Banks and the University will work cooperatively to develop appropriate procedures and protocols. 7. The Banks are hereby authorized and directed to pay any and all cheques which may be presented for payment bearing the facsimile signatures, produced or imprinted thereon by mechanical or electronic means, of any two of the aforementioned authorized signing officers, to all intents and purposes as though such cheques had been signed in their own handwriting and duly issued by such signing officers with the authority and on behalf of the University, except where the following limitations shall apply:

18 SIGNING AUTHORITY (BRD 02-1) Page 18 of 19 a) Cheques in excess of $10,000 must bear the handwritten signature of any one of the aforementioned signing officers in addition to any one of the facsimile signatures referred to above; and b) Cheques in excess of $20,000 must bear the handwritten signatures of any two of the aforementioned signing officers. 8. In consideration of the Banks paying or negotiating cheques issued on behalf of the University and bearing the laser imprinted facsimile signatures of the authorized signing officers set out above under part six of the authorization, the University will and hereby does undertake to hold the Banks harmless from and indemnified against all losses, costs, damages and expenses arising out of the payment or negotiation of any cheques on which the facsimile signature has been wrongfully affixed. 9. This Authorization shall be communicated to the Banks and shall continue in force as between the University and the Banks until written notice to the contrary shall have been given to the Banks and receipt of such notification acknowledged by the Banks. Authorization 12 Disposal of Securities purpose of this authorization and are authorized to sell, assign and transfer all or any shares or bond of incorporated companies held by the University, and to make, execute and sign all necessary sets of assignments and transfer thereof on behalf of the University: Associate Vice-, Finance, and Director, Finance Authorization 13 Patent Applications Delegated by the to the Provost and Vice-, Academic purpose of this authorization and are authorized to execute documents associated with the preparation, filing and prosecution of patent applications on behalf of the University: Provost and Vice-, Academic and Associate Vice-, Research Graduate Studies General Counsel

19 SIGNING AUTHORITY (BRD 02-1) Page 19 of 19 Authorization 14 Use of the Corporate Seal 1. The corporate seal is in the custody of the. 2. The or his designate, is authorized to affix the seal to documents requiring the seal that have been approved either by the Board of Governors or by the appropriate signing officer(s). The affixing of the seal is to be confirmed by the signature of the following: General Counsel In addition, the Chief Enrolment Officer may affix the seal to degrees, diplomas and certificates issued by the University to its students when the appropriate approval has been granted.